EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Delaware
This EMPLOYMENT AGREEMENT is made and entered into as of this 7th day of November, 2005, by and between PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and DEAN M. GOODMAN (“Employee”).
SETTLEMENT AGREEMENTSettlement Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • New York
This Settlement Agreement (the “Agreement”) dated November 7, 2005, together with the releases herein, is made and entered into by and between NBC Universal, Inc. (“NBCU”) and Paxson Communications Corporation (“Paxson”). The term “Parties” shall refer collectively to all of the parties to this Agreement.
COMPANY STOCK PURCHASE AGREEMENTCompany Stock Purchase Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Delaware
COMPANY STOCK PURCHASE AGREEMENT, dated as of November 7, 2005 (this “Agreement”), by and among MR. LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, a Nevada limited partnership, and PAXSON ENTERPRISES, INC., a Nevada corporation (collectively, the “Paxson Stockholders”) and PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”).
PMC MANAGEMENT AND PROXY AGREEMENTPMC Management and Proxy Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Florida
This PMC MANAGEMENT AND PROXY AGREEMENT (this “Agreement”), is made as of this 7th day of November, 2005, by and among PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), PAXSON MANAGEMENT CORPORATION, a Nevada corporation (“PMC”), Lowell W. Paxson, including any successor of Lowell W. Paxson appointed pursuant to Section 11 (the “Executive”), and certain direct and indirect wholly-owned subsidiaries of the Company listed on the signature pages hereto (collectively, the “Parties”, and individually, a “Party”).
PAXSON CONSULTING AND NONCOMPETITION AGREEMENTPaxson Consulting and Noncompetition Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Florida
This PAXSON CONSULTING AND NONCOMPETITION AGREEMENT, (this “Agreement”) is made as of this 7th day of November, 2005, by and among Paxson Communications Corporation (“PCC”), NBC Universal, Inc., a Delaware corporation (“NBCU”), and Lowell W. Paxson, (the “Consultant”) (collectively, the “Parties” each individually a “Party”).
NBC UNIVERSAL, INC. REGISTRATION RIGHTS AGREEMENT LETTER AMENDMENT November 7, 2005Registration Rights Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • New York
Reference is made to the Registration Rights Agreement (the “Agreement”), dated as of September 15, 1999, by and between Paxson Communications Corporation (together with its successors and assigns, the “Company”) and NBC Universal, Inc. (f/k/a National Broadcasting Company, Inc.) (together with its successors and assigns, the “Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Agreement.
AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Delaware
AMENDED AND RESTATED STOCKHOLDER AGREEMENT, dated as of November 7, 2005, among PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (together with its successors, the “Company”), NBC UNIVERSAL, INC. (f/k/a NATIONAL BROADCASTING COMPANY, INC.), a Delaware corporation (together with its successors, the “Investor”), and Mr. LOWELL W. PAXSON, SECOND CRYSTAL DIAMOND LIMITED PARTNERSHIP, a Nevada limited partnership, and PAXSON ENTERPRISES, INC., a Nevada corporation (collectively, the “Paxson Stockholders”).
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Delaware
AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of November 7, 2005 (this “Agreement”), by and between PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and NBC UNIVERSAL, INC., a Delaware corporation (“NBCU” and, together with its permitted transferees, the “Investor”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
November 7, 2005 Members of the Board of Directors Paxson Communications Corporation 601 Clearwater Park Road West Palm Beach, Florida 33401 Members of the Board:Paxson Communications Corp • November 7th, 2005 • Radio broadcasting stations
This letter sets forth our agreement regarding the resignation of my employment and directorships with Paxson Communications Corporation (“PCC”) and its subsidiaries and affiliates (the “PCC Group”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • November 7th, 2005 • Paxson Communications Corp • Radio broadcasting stations • Delaware
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of November 7, 2005, by and among Mr. Lowell W. Paxson, a resident of the State of Florida (“Mr. Paxson”), Second Crystal Diamond Limited Partnership, a Nevada limited partnership (“Second Crystal”), Paxson Enterprises, Inc., a Nevada corporation (“Paxson Enterprises” and together with Mr. Paxson and Second Crystal, collectively, the “Paxson Stockholders”), Paxson Communications Corporation, a Delaware corporation (“PCC”), Paxson Management Corporation, a Nevada corporation that is wholly owned by Mr. Paxson and his spouse (“PMC”), NBC Universal, Inc. (f\k\a National Broadcasting Company, Inc.), a Delaware corporation (“NBCU”), NBC Palm Beach Investment I, Inc., a California corporation (“NBC Palm Beach I”), and NBC Palm Beach Investment II, Inc., a California corporation (“NBC Palm Beach II” and, together with NBCU and NBC Palm Beach I, the “NBCU Entities”).
